Pursuant to Section 242 and
Section 245 of the General Corporation Law of Delaware (the “DGCL”),
the undersigned corporation hereby submits the following for the purpose of
amending and restating its Certificate of Incorporation, as amended, and does
hereby certify as follows.

1. The name of the corporation is
Targacept, Inc. The corporation’s original
Certificate of Incorporation was filed on March 7, 1997.

2. The corporation’s Certificate
of Incorporation is hereby amended and restated in its entirety as set forth in
the text of the Fourth Amended and Restated Certificate of Incorporation
attached hereto as Exhibit A.

3. This Fourth Amended and
Restated Certificate of Incorporation was duly adopted in accordance with
Sections 245(c), 242 and 228 of the DGCL and will be effective upon filing.

IN WITNESS WHEREOF, said Targacept, Inc. has caused this Fourth Amended and Restated
Certificate of Incorporation to be signed by its President and Chief Executive
Officer, this 18 day of April 2006.

TARGACEPT, INC.

By: /s/ J. Donald deBethizy

J.
Donald deBethizy

President
and Chief Executive Officer

EXHIBIT A

FOURTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF TARGACEPT, INC.

FIRST: The name of the corporation (hereinafter called the “corporation”)
is Targacept, Inc.

SECOND: The address, including street, number, city and county of the
registered office of the corporation in the State of Delaware, is 2711
Centreville Road, Suite 400, City of Wilmington 19808, County of New Castle;
and the name of the registered agent of the corporation in the State of
Delaware at such address is Corporation Service Company.

THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware, as the same now exists or may hereafter be
amended.

FOURTH:

1.

The total number of shares that the corporation
is authorized to issue is One Hundred Five Million (105,000,000), of which:
(1) One Hundred Million (100,000,000) shares shall be designated as
Common Stock, $0.001 par value per share (“Common Stock”); and
(2) Five Million (5,000,000) shares shall be designated as
Preferred Stock, $0.001 par value per share (“Preferred Stock”).

2.

The board of directors of the corporation (the “Board”)
is authorized, subject to any limitations prescribed by law, to provide for
the issuance of shares of Preferred Stock in one or more series, to establish
from time to time the number of shares to be included in each such series, to
increase or decrease the number of shares of any series subsequent to the
issue of shares of that series, but not below the number or shares of such
series then outstanding, and to fix the designation, powers, preferences,
relative, participating optional or other special rights, and any
qualifications, limitations and restrictions of the shares of each such
series. In case the number of shares of any series shall be so decreased, the
shares constituting such decrease shall resume the status that they had prior
to the adoption of the resolution originally fixing the number of shares of
such series.

3.

Each outstanding share of Common
Stock shall entitle the holder thereof to one vote on each matter properly
submitted to the stockholders of the corporation for a vote; provided,
however, that, except as otherwise required by law, holders of Common Stock
shall not be entitled to vote on any amendment (including any certificate of
designation relating to any series of Preferred Stock) to this certificate of
incorporation that relates solely to the terms of one or more outstanding
series of Preferred Stock if the holders of such affected series are
entitled, either separately or together as a class with the holders of one or
more other such series, to vote thereon by law or pursuant to this
certificate of

incorporation (including any certificate of
designation relating to any series of Preferred Stock).

FIFTH: The corporation is to have perpetual
existence.

SIXTH: For the management of the business and for the conduct of the affairs
of the corporation, and in further definition, limitation and regulation of the
powers of the corporation and of its directors and of its stockholders or any
class thereof, it is further provided:

1.

The business and the conduct of the affairs of
the corporation shall be managed by or under the direction of the Board.

2.

Any action required or permitted to be taken by
the stockholders of the corporation must be effected at a duly called annual
or special meeting of stockholders of the corporation and may not be effected
by any written consent by such stockholders.

3.

Special meetings of stockholders of the
corporation may be called only by the Chairman of the Board, the Chief
Executive Officer, the President or the Board acting pursuant to a resolution
adopted by a majority of the Whole Board and any power of stockholders to
call a special meeting of stockholders is specifically denied. Only such
business as shall have been stated in the notice of a special meeting of
stockholders shall be considered at such special meeting. For purposes of
this certificate of incorporation, the “Whole Board” shall mean the
total number of directors then fixed in accordance with this certificate of
incorporation, whether or not there are any vacancies.

SEVENTH:

1.

Subject to any rights of the
holders of any series of Preferred Stock to elect additional directors under
specified circumstances, the number of directors shall be fixed from time to
time exclusively by the Board. The directors, other than those who may be
elected by the holders of any series of Preferred Stock under specified
circumstances, shall be divided into three classes, as nearly equal in number
as possible, with the term of office of the first class to expire at the
corporation’s first annual meeting of stockholders following the initial
classification of the Board upon the effectiveness of this certificate of
incorporation, with the term of office of the second class to expire at the
corporation’s second annual meeting of stockholders following the initial
classification of the Board upon the effectiveness of this certificate of
incorporation and with the term of office of the third class to expire at the
corporation’s third annual meeting of stockholders following the initial
classification of the Board upon the effectiveness of this certificate of
incorporation, and thereafter for each such term to expire at each third
succeeding annual meeting of stockholders after such election and with each
director to hold office until

his or her successor shall have been
duly elected and qualified. At each annual meeting of stockholders, directors
elected to succeed those directors whose terms expire shall be elected for a term
of office to expire at the third succeeding annual meeting of stockholders
after their election, with each director to hold office until his or her
successor shall have been duly elected and qualified or until his or her death,
retirement, resignation or removal.

2.

Newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the Board
resulting from death, retirement, resignation, removal from office or other
cause may be filled only by a majority vote of the directors then in office
even though less than a quorum, or by a sole remaining director, and not by
the stockholders. In the event of any increase or decrease in the authorized
number of directors, (a) each director then serving as such shall
nevertheless continue as a director of the class of which he or she is a
member until the expiration of his or her current term or his or her prior
death, retirement, resignation or removal and (b) the newly created or
eliminated directorships resulting from such increase or decrease shall if reasonably
possible be apportioned by the Board among the three classes of directors so
as to ensure that no one class has more than one director more than any other
class. To the extent reasonably possible, consistent with the foregoing rule,
any newly created directorships shall be added to those classes whose terms
of office are to expire at the latest dates following such allocation and
newly eliminated directorships shall be subtracted from those classes whose
terms of office are to expire at the earliest dates following such
allocation, unless otherwise provided for from time to time by resolution
adopted by a majority of the directors then in office, although less than a
quorum. In the event of a vacancy in the Board, the remaining directors,
except as otherwise provided by law or this certificate of incorporation, may
exercise the powers of the full Board until the vacancy is filled. No
decrease in the number of directors constituting the Board shall shorten the
term of any incumbent director.

3.

No election of directors need be by written
ballot unless the Bylaws of the corporation so provide.

4.

No stockholder will be permitted to cumulate
votes at any election of directors.

5.

Advance notice of stockholder nominations for the
election of directors and of business to be brought by stockholders before
any meeting of the stockholders of the corporation shall be given in the
manner provided in the Bylaws of the corporation.

6.

Subject to the rights of the holders of any
series of Preferred Stock then outstanding and except as otherwise provided
in this certificate of incorporation or required by law, any director, or all
of the directors, may be removed from the Board with or without cause, but
only by the affirmative vote of the holders of at least 66 2/3% of the
aggregate voting power of the then-outstanding shares of capital stock of the
corporation entitled to vote in the election of directors, voting together as
a single class.

EIGHTH: The power to adopt, amend or repeal the Bylaws of the corporation may
be exercised by the Board. The stockholders shall also have the power to adopt,
amend or repeal the Bylaws; provided, however, that, in addition to any vote of
the holders of any class or series of stock of the corporation required by law
or this certificate of incorporation, the affirmative vote of the holders of at
least 66 2/3% of the aggregate voting power of the then-outstanding voting
shares of voting stock entitled to vote generally in the election of directors,
voting together as a single class, shall be required to adopt, amend or repeal
all or any portion of Sections 13 or 14 of Article II, Section 2 of
Article III, Article VIII and Section 6 of Article IX of the Bylaws.

NINTH: A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (a) for any breach of the
director’s duty of loyalty to the corporation or its stockholders, (b) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (c) under Section 174 of the General
Corporation Law of Delaware, or (d) for any transaction from which the
director derived an improper personal benefit. If the General Corporation Law
of Delaware is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of Delaware as so amended. Neither any amendment, repeal or modification of this article
nor the adoption of any provision of this certificate of incorporation or the
Bylaws of the corporation inconsistent with this article shall adversely affect
any right or protection of a director of the corporation existing at the time
of such amendment, repeal, modification or adoption.

TENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any person who
is or was a director or officer of the corporation, or is or was serving at the
request of the corporation as a director, officer or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
such persons may be entitled under any Bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his or her
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors, and
administrators of such a person. In addition, the corporation may, to the
extent authorized from time to time by the Board, grant indemnification rights
to other employees or agents of the corporation or other persons serving the
corporation and such rights may be equivalent to, or greater or less than,
those indemnification rights of directors and officers set forth in this
article or the Bylaws. Neither any amendment, repeal or
modification of this article nor the adoption of any provision of this
certificate of incorporation or the Bylaws of the corporation inconsistent with
this article shall adversely affect any right or protection of a director or
officer of the corporation existing at the time of such amendment, repeal,
modification or adoption.

ELEVENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws;
provided, however, that, notwithstanding any other provision of this
certificate of incorporation, or any provision of law that might otherwise
permit a lesser vote or no vote, but in addition to any vote of the holders of
any class or series of the stock of this corporation required by law or by this
certificate of incorporation, the affirmative vote of the holders of at least
66 2/3% of the voting power of the then-outstanding shares of voting stock
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to amend or repeal Article SIXTH, Article
SEVENTH, Article EIGHTH, Article NINTH, Article TENTH or this Article ELEVENTH.
All rights conferred upon stockholders of the corporation by this certificate
of incorporation are granted subject to the provisions of this Article
ELEVENTH.